Fairclough Brett 4
4 · Virtu Financial, Inc. · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Virtu Financial (VIRT) Co‑President Brett Fairclough Sells Shares
What Happened
Brett Fairclough, Co‑President & Co‑COO of Virtu Financial, sold a total of 30,000 shares (two tranches) on May 8, 2026 in open‑market/private sale transactions, receiving approximately $1,501,854 in proceeds. The filing reports 14,632 shares at a weighted average price of $49.82 (proceeds $728,996) and 15,368 shares at a weighted average price of $50.29 (proceeds $772,858). These were sales (S), which are often routine insider dispositions and do not by themselves indicate company outlook.
Key Details
- Transaction date: 2026‑05‑08 (filed the same day).
- Sales: 14,632 shares @ weighted avg $49.82 (F1); 15,368 shares @ weighted avg $50.29 (F2).
- Total sold: 30,000 shares for $1,501,854 aggregate.
- Post‑transaction holdings: Not specified in the provided filing.
- Footnotes: F1/F2 note the reported prices are weighted averages; shares were sold in multiple trades at price ranges $49.60–$49.885 and $49.89–$50.605, respectively, and the filer will provide per‑trade details on request.
- No 10b5‑1 plan, tax withholding, or late‑filing indicator is disclosed in this filing.
Context
- The filing also includes standard plan/award footnotes (F3–F6) describing restricted stock units (RSUs), vesting schedules, exchange rights for Virtu Financial Units/Class C shares, and a holding vehicle (Virtu Employee Holdco LLC) in which the reporting person disclaims beneficial ownership beyond pecuniary interest. These items relate to other equity compensation/ownership and do not change that this filing reports open‑market/private sales.
- For retail investors: purchases are generally more informative as bullish signals; routine executive sales like these are common for liquidity or diversification purposes and should be considered alongside other information about the company.
Insider Transaction Report
Form 4
Fairclough Brett
Co-President & Co-COO
Transactions
- Sale
Class A common stock
[F1]2026-05-08$49.82/sh−14,632$728,996→ 57,841 total - Sale
Class A common stock
[F2]2026-05-08$50.29/sh−15,368$772,858→ 42,473 total
Holdings
- 86,346
Restricted Stock Unit
[F3][F4]→ Class A common stock (86,346 underlying) - 10,930(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
[F5][F6]→ Class A common stock (10,930 underlying)
Footnotes (6)
- [F1]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $49.60 to $49.885, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- [F2]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $49.89 to $50.605, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of Virtu Financial, Inc., or to Virtu Financial, Inc., upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- [F3]Each RSU is granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- [F4]37,500 of the RSUs vest on January 31, 2027, 11,192 of the RSUs vest on February 2, 2027, 15,061 of the RSUs vest in two equal installments on February 4, 2027 and February 4, 2028, and 22,593 of the RSUs vest in three equal installments on February 4, 2027, February 4, 2028 and February 4, 2029.
- [F5]Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A common stock of the Issuer, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
- [F6]By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.
Signature
Justin Waldie, as Attorney-in-Fact|2026-05-08